Exhibit 10.148

                                                                       Exhibit B

                          REGISTRATION RIGHTS AGREEMENT

            This  Registration  Rights Agreement (this  "AGREEMENT") is made and
entered into as of July 9, 2004, by and among Calypte Biomedical Corporation,  a
Delaware corporation (the "COMPANY"), and the investors signatory hereto (each a
"INVESTOR" and collectively, the "INVESTORS").

            This  Agreement  is  made  pursuant  to  the   Securities   Purchase
Agreement,  dated as of the date hereof among the Company and the Investors (the
"PURCHASE AGREEMENT").

            The Company and the Investors hereby agree as follows:

      1.  Definitions.  Capitalized  terms used and not otherwise defined herein
that are defined in the Purchase  Agreement  will have the  meanings  given such
terms in the Purchase Agreement. As used in this Agreement,  the following terms
have the respective meanings set forth in this Section 1:

            "ADDITIONAL  SHARES"  has the  meaning  set  forth  in the  Purchase
Agreement.

            "EFFECTIVE  DATE"  means  the  date  that the  initial  Registration
Statement  filed  pursuant to Section  2(a) is first  declared  effective by the
Commission.

            "EFFECTIVENESS   DATE"  means  (a)  with   respect  to  the  initial
Registration  Statement required to be filed under Section 2(a), the earlier of:
(a)(i)  the  90th  day  following  the  Closing  Date;  provided,  that,  if the
Commission reviews and has written comments to the filed Registration  Statement
that would  require the filing of a  pre-effective  amendment  thereto  with the
Commission,  then the  Effectiveness  Date under this clause (a)(i) shall be the
180th day following the Closing Date, as long as the  Registration  Statement is
in accordance  with all applicable  Rules and  Regulations as promulgated by the
Commission,  and (ii) the  fifth  Trading  Day  following  the date on which the
Company is notified by the Commission  that the initial  Registration  Statement
will not be reviewed or is no longer subject to further review and comments, (b)
with respect to any additional  Registration  Statements that may be required to
register the resale of any  Additional  Shares,  the earlier of (i) the 90th day
following the date on which the Company  first has the  obligation to issue such
Additional  Shares;  provided,  that, if the Commission  reviews and has written
comments to such filed Registration Statement that would require the filing of a
pre-effective amendment thereto with the Commission, then the Effectiveness Date
under this  clause  (b)(i)  shall be the 180th day  following  the date that the
Company first has the obligation to issue such Additional  Shares,  and (ii) the
fifth  Trading  Day  following  the date on which the Company is notified by the
Commission that such additional  Registration  Statement will not be reviewed or
is no longer subject to further review and comments, and (c) with respect to any
additional  Registration  Statements  that may be  required  pursuant to Section
2(b),  the  earlier  of (i) the  90th  day  following  (x) if such  Registration
Statement is required  because the Commission shall have notified the Company in
writing that certain Registrable Securities were not eligible for inclusion on a
previously  filed  Registration  Statement,  the  date  or  time  on  which  the
Commission  shall indicate as being the first date or time that such Registrable
Securities  may then be included  in a  Registration  Statement,  or (y) if such
Registration  Statement  is required for a reason other than as described in (x)
above,  the date on which the Company  first knows,  or  reasonably  should have
known,  that such additional  Registration  Statement(s) is required;  provided,
that,  if the  Commission  reviews  and  has  written  comments  to  such  filed
Registration  Statement  that  would  require  the  filing  of  a  pre-effective
amendment thereto with the Commission,  then the  Effectiveness  Date under this
clause  (c)(i) shall be the 180th day  following the date that the Company first
knows,  or  reasonably  should have  known,  that such  additional  Registration
Statement  is  required  under  such  Section,  and (ii) the fifth  Trading  Day
following the date on which the Company is notified by the Commission  that such
additional  Registration  Statement will not be reviewed or is no longer subject
to further review and comments.

<PAGE>

            "EFFECTIVENESS PERIOD" has the meaning set forth in Section 2(a).

            "EXCHANGE  ACT"  means  the  Securities  Exchange  Act of  1934,  as
amended.

            "FILING  DATE" means (a) with  respect to the  initial  Registration
Statement  required  to be filed  under  Section  2(a),  the 10th  business  day
following the  Effectiveness  Date of the May 2004 PIPE, (b) with respect to any
additional  Registration  Statements that may be required to register the resale
of any Additional  Shares,  the 21st day following the date on which the Company
first has the obligation to issue such Additional  Shares,  and (c) with respect
to any  additional  Registration  Statements  that may be  required  pursuant to
Section 2(b),  and assuming there has not been an action with respect to Section
6.12 of the Securities  Purchase  Agreement,  the 21st day following (x) if such
Registration  Statement is required  because the Commission  shall have notified
the Company in writing that certain Registrable Securities were not eligible for
inclusion  on a previously  filed  Registration  Statement,  the date or time on
which the  Commission  shall  indicate as being the first date or time that such
Registrable Securities may then be included in a Registration  Statement, or (y)
if such Registration  Statement is required for a reason other than as described
in (x) above,  the date on which the Company first knows,  or reasonably  should
have known, that such additional Registration Statement(s) is required.

            "HOLDER" or "HOLDERS"  means the holder or holders,  as the case may
be, from time to time of Registrable Securities.

            "INDEMNIFIED PARTY" has the meaning set forth in Section 5(c).

            "INDEMNIFYING PARTY" has the meaning set forth in Section 5(c).

            "LOSSES" has the meaning set forth in Section 5(a).

            "NEW YORK COURTS" means the state and federal  courts sitting in the
City of New York, Borough of Manhattan.


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<PAGE>

            "PROCEEDING"  means  an  action,   claim,  suit,   investigation  or
proceeding   (including,   without  limitation,   an  investigation  or  partial
proceeding, such as a deposition), whether commenced or threatened.

            "PROSPECTUS"  means  the  prospectus   included  in  a  Registration
Statement  (including,  without  limitation,  a  prospectus  that  includes  any
information  previously  omitted from a prospectus filed as part of an effective
registration  statement  in  reliance  upon  Rule  430A  promulgated  under  the
Securities Act), as amended or supplemented by any prospectus  supplement,  with
respect  to  the  terms  of  the  offering  of any  portion  of the  Registrable
Securities  covered by a Registration  Statement,  and all other  amendments and
supplements to the  Prospectus,  including  post-effective  amendments,  and all
material  incorporated by reference or deemed to be incorporated by reference in
such Prospectus.

            "REGISTRABLE  SECURITIES"  means:  (i) the Shares,  (ii) the Warrant
Shares,  (iii) any New Issue Securities acquired by a Holder pursuant to Section
4.3 of the Purchase Agreement, (iv) any Additional Shares issued and/or issuable
pursuant to Section 4.7 of the Purchase Agreement, and (v) any securities issued
or   issuable   upon  any  stock   split,   dividend   or  other   distribution,
recapitalization  or similar event,  or any  conversion  price  adjustment  with
respect to any of the securities referenced in (i), (ii), or (iii) above.

            "REGISTRATION  STATEMENT"  means  each  of the  following:  (i)  the
initial  registration  statement required to be filed in accordance with Section
2(a), (ii) any additional registration statements required under Section 2(b) to
register  the resale of any  Additional  Shares not  previously  registered  for
resale, and (iii) each additional registration statement that may be required to
be filed under  Section  2(b),  and  including,  in each case,  the  Prospectus,
amendments and  supplements to each such  registration  statement or Prospectus,
including pre- and  post-effective  amendments,  all exhibits  thereto,  and all
material  incorporated by reference or deemed to be incorporated by reference in
such registration statement.

            "RULE 144" means Rule 144 promulgated by the Commission  pursuant to
the  Securities  Act,  as such Rule may be  amended  from  time to time,  or any
similar  rule  or  regulation   hereafter   adopted  by  the  Commission  having
substantially the same effect as such Rule.

            "RULE 415" means Rule 415 promulgated by the Commission  pursuant to
the  Securities  Act,  as such Rule may be  amended  from  time to time,  or any
similar  rule  or  regulation   hereafter   adopted  by  the  Commission  having
substantially the same effect as such Rule.

            "RULE 424" means Rule 424 promulgated by the Commission  pursuant to
the  Securities  Act,  as such Rule may be  amended  from  time to time,  or any
similar  rule  or  regulation   hereafter   adopted  by  the  Commission  having
substantially the same effect as such Rule.

            "SECURITIES ACT" means the Securities Act of 1933, as amended.

            "SHARES"  means the shares of Common Stock issued or issuable to the
Investors pursuant to the Purchase Agreement.

            "WARRANTS"  means  the  Common  Stock  purchase  warrants  issued or
issuable to the Investors pursuant to the Purchase Agreement.


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<PAGE>

            "WARRANT SHARES" means the shares of Common Stock issued or issuable
upon exercise of the Warrants.

      2. Registration.

            (a) On or prior to each Filing Date,  the Company  shall prepare and
file with the  Commission a  Registration  Statement  covering the resale of all
Registrable  Securities  not  already  covered  by  an  existing  and  effective
Registration Statement for an offering to be made on a continuous basis pursuant
to Rule 415. Such  Registration  Statement  shall  contain  (except if otherwise
required pursuant to written comments received from the Commission upon a review
of such  Registration  Statement) the "Plan of Distribution"  attached hereto as
Annex A. The Company  shall  cause such  Registration  Statement  to be declared
effective  under the  Securities  Act as soon as possible but, in any event,  no
later than its Effectiveness  Date, and shall use its reasonable best efforts to
keep the Registration  Statement continuously effective under the Securities Act
until the date which is the earlier of (i) five years after its Effective  Date,
(ii) such time as all of the Registrable Securities covered by such Registration
Statement  have been publicly sold by the Holders,  or (iii) such time as all of
the Registrable Securities covered by such Registration Statement may be sold by
the Holders  pursuant to Rule 144(k) as determined by the counsel to the Company
pursuant to a written opinion letter to such effect, addressed and acceptable to
the  Company's  transfer  agent and the  affected  Holders  (the  "EFFECTIVENESS
PERIOD").

            (b) If for any  reason  the  Commission  does not  permit all of the
Registrable  Securities  to be  included  in the  Registration  Statement  filed
pursuant to Section  2(a), or for any other reason any  outstanding  Registrable
Securities are not then covered by an effective Registration Statement, then the
Company  shall  prepare  and  file by the  Filing  Date  for  such  Registration
Statement,  an  additional  Registration  Statement  covering  the resale of all
Registrable  Securities  not  already  covered  by  an  existing  and  effective
Registration Statement for an offering to be made on a continuous basis pursuant
to Rule 415, on Form S-2, SB-2,  S-1 or S-3. In accordance  with the time period
prescribed by the  Commission.  Each such  Registration  Statement shall contain
(except if otherwise  required  pursuant to written  comments  received from the
Commission  upon  a  review  of  such  Registration   Statement)  the  "Plan  of
Distribution"  attached  hereto as Annex A. The  Company  shall  cause each such
Registration Statement to be declared effective under the Securities Act as soon
as possible  but, in any event,  by its  Effectiveness  Date,  and shall use its
reasonable  best  efforts  to  keep  such  Registration  Statement  continuously
effective  under the  Securities  Act during the  entire  Effectiveness  Period.
Promptly  following  any date on which the  Company  becomes  eligible  to use a
registration  statement on Form S-3 to register the  Registrable  Securities for
resale, but in no event more than thirty days after such date, the Company shall
file a registration  statement on Form S-3 covering the  Registrable  Securities
(or a  post-effective  amendment on Form S-3 to the then effective  Registration
Statement) and shall cause such Registration  Statement to be declared effective
as soon as possible thereafter, but in any event prior to the Effectiveness Date
therefor.


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<PAGE>

            (c)  Except  as noted in  Section  2(b),  i.e.:  (i) a  Registration
Statement  is not filed on or prior to its Filing Date (if the  Company  files a
Registration  Statement  without affording the Holders the opportunity to review
and comment on the same as required by Section  3(a) hereof,  the Company  shall
not be  deemed  to have  satisfied  this  clause  (i)),  or (ii) a  Registration
Statement  covering the Common  Stock in the Purchase  Agreement is not declared
effective by the Commission on or prior to its required  Effectiveness  Date, or
(iii) after its  Effective  Date,  without  regard for the reason  thereunder or
efforts  therefore,  such  Registration  Statement  ceases  for any reason to be
effective and available to the Holders as to all Registrable Securities to which
it is required to cover at any time prior to the expiration of its Effectiveness
Period  for  more  than an  aggregate  of 30  Trading  Days  (which  need not be
consecutive)  (any such failure or breach  being  referred to as an "EVENT," and
for purposes of clauses (i) or (ii) the date on which such Event occurs,  or for
purposes of clause (iii) the date which such 30 Trading  Day-period is exceeded,
being  referred to as "EVENT  DATE"),  then in addition to any other  rights the
Holders may have hereunder or under  applicable law: (x) on each such Event Date
the Company  shall pay to each Holder an amount in cash,  as partial  liquidated
damages and not as a penalty,  equal to 1.0% of the aggregate  Investment Amount
paid by such Holder for Shares  pursuant to the Purchase  Agreement;  and (y) on
each monthly  anniversary of each such Event Date (if the applicable Event shall
not have been  cured by such  date)  until the  applicable  Event is cured,  the
Company  shall  pay to each  Holder an amount  in cash,  as  partial  liquidated
damages and not as a penalty,  equal to 2.0% of the aggregate  Investment Amount
paid by such Holder for Shares pursuant to the Purchase  Agreement.  The parties
agree that the  Company  will not be liable for  liquidated  damages  under this
Section in respect of the Warrants and Warrant  Shares.  If the Company fails to
pay any partial liquidated damages pursuant to this Section in full within seven
days after the date payable,  the Company will pay interest thereon at a rate of
10% per annum (or such lesser  maximum  amount that is  permitted  to be paid by
applicable  law) to the  Holder,  accruing  daily  from  the date  such  partial
liquidated  damages are due until such amounts,  plus all such interest thereon,
are paid in full. The partial  liquidated  damages  pursuant to the terms hereof
shall  apply on a daily  pro-rata  basis for any portion of a month prior to the
cure of an Event, except in the case of the first Event Date.

            (d) Each  Holder  agrees  to  furnish  to the  Company  a  completed
Questionnaire  in the form  attached  to this  Agreement  as Annex B (a "SELLING
HOLDER  QUESTIONNAIRE").  The  Company  shall not be  required  to  include  the
Registrable  Securities of a Holder in a Registration Statement and shall not be
required to pay any liquidated or other damages under Section 2(c) to any Holder
who  fails  to  furnish  to  the  Company  a  fully  completed   Selling  Holder
Questionnaire  at least one Trading Day prior to the Filing Date (subject to the
requirements set forth in Section 3(a)).

      3. Registration Procedures

            In connection with the Company's registration obligations hereunder,
the Company shall:

            (a)  The  Company  shall  not  file a  Registration  Statement,  any
Prospectus  or any  amendments  or  supplements  thereto  in which the  "Selling
Stockholder"  section thereof differs from the disclosure received from a Holder
in its Selling Holder Questionnaire (as amended or supplemented).


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<PAGE>

            (b) (i)  Prepare  and file  with  the  Commission  such  amendments,
including  post-effective  amendments,  to each  Registration  Statement and the
Prospectus  used in  connection  therewith  as may be  necessary  to  keep  such
Registration  Statement  continuously effective as to the applicable Registrable
Securities for its Effectiveness Period and prepare and file with the Commission
such  additional  Registration  Statements in order to register for resale under
the Securities  Act all of the  Registrable  Securities;  (ii) cause the related
Prospectus to be amended or supplemented by any required Prospectus  supplement,
and as so  supplemented  or  amended  to be filed  pursuant  to Rule 424;  (iii)
respond as promptly as  reasonably  possible to any comments  received  from the
Commission with respect to each Registration  Statement or any amendment thereto
and, as promptly as  reasonably  possible  provide the Holders true and complete
copies  of all  correspondence  from  and to the  Commission  relating  to  such
Registration Statement that would not result in the disclosure to the Holders of
material and non-public  information  concerning the Company; and (iv) comply in
all material respects with the provisions of the Securities Act and the Exchange
Act with  respect to the  Registration  Statements  and the  disposition  of all
Registrable Securities covered by each Registration Statement.

            (c) Notify the  Holders as promptly as  reasonably  possible  (i)(A)
when a Prospectus or any Prospectus supplement or post-effective  amendment to a
Registration Statement is proposed to be filed; (B) when the Commission notifies
the Company whether there will be a "review" of such Registration  Statement and
whenever the Commission comments in writing on such Registration  Statement (the
Company shall provide true and complete copies thereof and all written responses
thereto  to each  of the  Holders  that  pertain  to the  Holders  as a  Selling
Stockholder  or to the  Plan of  Distribution,  but not  information  which  the
Company believes would constitute material and non-public information);  and (C)
with respect to each  Registration  Statement or any  post-effective  amendment,
when the same has become effective; (ii) of any request by the Commission or any
other Federal or state governmental authority for amendments or supplements to a
Registration Statement or Prospectus or for additional information; (iii) of the
issuance by the Commission of any stop order  suspending the  effectiveness of a
Registration  Statement covering any or all of the Registrable Securities or the
initiation  of any  Proceedings  for that  purpose;  (iv) of the  receipt by the
Company of any notification  with respect to the suspension of the qualification
or exemption from qualification of any of the Registrable Securities for sale in
any  jurisdiction,  or the  initiation or threatening of any Proceeding for such
purpose;  and (v) of the  occurrence  of any event or passage of time that makes
the financial  statements  included in a Registration  Statement  ineligible for
inclusion  therein  or any  statement  made in such  Registration  Statement  or
Prospectus or any document  incorporated or deemed to be incorporated therein by
reference  untrue in any material respect or that requires any revisions to such
Registration  Statement,  Prospectus or other  documents so that, in the case of
such Registration  Statement or the Prospectus,  as the case may be, it will not
contain any untrue  statement  of a material  fact or omit to state any material
fact required to be stated therein or necessary to make the statements  therein,
in light of the circumstances under which they were made, not misleading.

            (d) Use its reasonable best efforts to avoid the issuance of, or, if
issued, obtain the withdrawal of (i) any order suspending the effectiveness of a
Registration  Statement,  or  (ii)  any  suspension  of  the  qualification  (or
exemption from  qualification) of any of the Registrable  Securities for sale in
any jurisdiction, at the earliest practicable moment.


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<PAGE>

            (e) Furnish to each Holder,  without charge,  at least one conformed
copy of each Registration  Statement and each amendment thereto and all exhibits
to the extent requested by such Person  (including  those previously  furnished)
promptly after the filing of such documents with the Commission.

            (f) Promptly deliver to each Holder,  without charge, as many copies
of each Prospectus or Prospectuses  (including each form of prospectus) and each
amendment or  supplement  thereto as such Persons may  reasonably  request.  The
Company  hereby  consents to the use of such  Prospectus  and each  amendment or
supplement  thereto  by each of the  selling  Holders  in  connection  with  the
offering and sale of the Registrable  Securities  covered by such Prospectus and
any amendment or supplement thereto.

            (g) Prior to any  public  offering  of  Registrable  Securities,  to
register or qualify or cooperate with the selling Holders in connection with the
registration  or   qualification   (or  exemption  from  such   registration  or
qualification)  of such  Registrable  Securities  for offer  and sale  under the
securities or Blue Sky laws of all  jurisdictions  within the United States,  to
keep each such registration or qualification (or exemption  therefrom) effective
during  the  Effectiveness  Period  and to do any and all  other  acts or things
necessary or advisable to enable the  disposition in such  jurisdictions  of the
Registrable Securities covered by the Registration Statements.

            (h) Cooperate with the Holders to facilitate the timely  preparation
and delivery of certificates representing Registrable Securities to be delivered
to a transferee  pursuant to the  Registration  Statements,  which  certificates
shall be  free,  to the  extent  permitted  by the  Purchase  Agreement,  of all
restrictive  legends,  and to enable such  Registrable  Securities to be in such
denominations and registered in such names as any such Holders may request.

            (i)  Upon  the  occurrence  of any  event  contemplated  by  Section
3(c)(v), as promptly as reasonably possible,  prepare a supplement or amendment,
including a post-effective amendment, to the affected Registration Statements or
a supplement to the related Prospectus or any document incorporated or deemed to
be incorporated  therein by reference,  and file any other required  document so
that, as thereafter delivered, no Registration Statement nor any Prospectus will
contain an untrue  statement of a material fact or omit to state a material fact
required to be stated  therein or necessary to make the statements  therein,  in
light of the circumstances under which they were made, not misleading.

      4.  Registration   Expenses.   All  fees  and  expenses  incident  to  the
performance  of or compliance  with this Agreement by the Company shall be borne
by the Company whether or not any Registrable  Securities are sold pursuant to a
Registration  Statement.  The fees and  expenses  referred  to in the  foregoing
sentence shall include, without limitation, (i) all registration and filing fees
(including,  without  limitation,  fees and expenses (A) with respect to filings
required  to be made with any Trading  Market on which the Common  Stock is then
listed for trading,  and (B) in compliance with applicable  state  securities or
Blue Sky laws), (ii) printing expenses (including, without limitation,  expenses
of printing certificates for Registrable Securities and of printing prospectuses
if the  printing of  prospectuses  is  reasonably  requested by the holders of a
majority of the Registrable Securities included in the Registration  Statement),
(iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of
counsel for the Company, (v) Securities Act liability insurance,  if the Company
so desires  such  insurance,  and (vi) fees and  expenses  of all other  Persons
retained by the Company in connection with the  consummation of the transactions
contemplated  by this Agreement.  In addition,  the Company shall be responsible
for all of its internal expenses incurred in connection with the consummation of
the transactions contemplated by this Agreement (including,  without limitation,
all salaries and expenses of its  officers  and  employees  performing  legal or
accounting  duties),  the expense of any annual  audit and the fees and expenses
incurred in  connection  with the listing of the  Registrable  Securities on any
securities exchange as required hereunder.


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<PAGE>

      5. Indemnification.

            (a)   Indemnification   by   the   Company.   The   Company   shall,
notwithstanding  any termination of this Agreement,  indemnify and hold harmless
each Holder, the officers,  directors,  agents,  investment advisors,  partners,
members and employees of each of them,  each Person who controls any such Holder
(within  the  meaning of Section 15 of the  Securities  Act or Section 20 of the
Exchange  Act) and the  officers,  directors,  agents and employees of each such
controlling  Person, to the fullest extent permitted by applicable law, from and
against any and all losses,  claims,  damages,  liabilities,  costs  (including,
without  limitation,  reasonable costs of preparation and reasonable  attorneys'
fees) and expenses  (collectively,  "LOSSES"),  as  incurred,  arising out of or
relating to any untrue or alleged untrue  statement of a material fact contained
in any  Registration  Statement,  any Prospectus or any form of prospectus or in
any amendment or supplement thereto or in any preliminary prospectus, or arising
out of or  relating  to any  omission  or alleged  omission  of a material  fact
required to be stated  therein or necessary to make the  statements  therein (in
the case of any Prospectus or form of prospectus or supplement thereto, in light
of the circumstances  under which they were made) not misleading,  except to the
extent, but only to the extent, that (1) such untrue statements or omissions are
based solely upon information  regarding such Holder furnished in writing to the
Company by such Holder  expressly  for use  therein,  or to the extent that such
information  relates  to  such  Holder  or  such  Holder's  proposed  method  of
distribution of Registrable  Securities and was reviewed and expressly  approved
in writing by such Holder expressly for use in the Registration Statement,  such
Prospectus or such form of Prospectus or in any amendment or supplement  thereto
(it being  understood  that the  Holder  has  approved  Annex A hereto  for this
purpose) or (2) in the case of an occurrence  of an event of the type  specified
in Section  3(c)(ii)-(v),  the use by such Holder of an  outdated  or  defective
Prospectus  after the  Company  has  notified  such  Holder in writing  that the
Prospectus  is outdated or defective  and prior to the receipt by such Holder of
an Advice  or an  amended  or  supplemented  Prospectus,  but only if and to the
extent that  following the receipt of the Advice or the amended or  supplemented
Prospectus the misstatement or omission giving rise to such Loss would have been
corrected.  The Company  shall notify the Holders  promptly of the  institution,
threat  or  assertion  of any  Proceeding  of  which  the  Company  is  aware in
connection with the transactions contemplated by this Agreement.

            (b) Indemnification by Holders. Each Holder shall, severally and not
jointly,  indemnify  and hold  harmless the Company,  its  directors,  officers,
agents and employees,  each Person who controls the Company  (within the meaning
of Section 15 of the Securities Act and Section 20 of the Exchange Act), and the
directors,  officers,  agents or employees of such controlling  Persons,  to the
fullest  extent  permitted by applicable  law,  from and against all Losses,  as
incurred,  arising solely out of or based solely upon: (x) such Holder's failure
to comply with the prospectus delivery requirements of the Securities Act or (y)
any untrue statement of a material fact contained in any Registration Statement,
any  Prospectus,  or any form of  prospectus,  or in any amendment or supplement
thereto,  or  arising  solely  out of or based  solely  upon any  omission  of a
material fact required to be stated  therein or necessary to make the statements
therein not  misleading  to the extent,  but only to the extent  that,  (1) such
untrue statements or omissions are based solely upon information  regarding such
Holder  furnished  in writing to the  Company by such Holder  expressly  for use
therein,  or to the extent that such information  relates to such Holder or such
Holder's  proposed  method of  distribution  of  Registrable  Securities and was
reviewed and expressly  approved in writing by such Holder  expressly for use in
the  Registration  Statement (it being  understood  that the Holder has approved
Annex A hereto for this purpose),  such Prospectus or such form of Prospectus or
in any amendment or supplement thereto or (2) in the case of an occurrence of an
event of the type specified in Section  3(c)(ii)-(v),  the use by such Holder of
an outdated or defective  Prospectus  after the Company has notified such Holder
in writing that the Prospectus is outdated or defective and prior to the receipt
by such Holder of an Advice or an amended or supplemented  Prospectus,  but only
if and to the extent that  following the receipt of the Advice or the amended or
supplemented  Prospectus the  misstatement  or omission giving rise to such Loss
would have been corrected. In no event shall the liability of any selling Holder
hereunder  be  greater  in amount  than the  dollar  amount of the net  proceeds
received by such Holder upon the sale of the Registrable  Securities giving rise
to such indemnification obligation.


                                       8
<PAGE>

            (c) Conduct of Indemnification  Proceedings. If any Proceeding shall
be brought or asserted  against any Person  entitled to indemnity  hereunder (an
"INDEMNIFIED  PARTY"),  such Indemnified  Party shall promptly notify the Person
from whom  indemnity is sought (the  "INDEMNIFYING  PARTY") in writing,  and the
Indemnifying Party shall assume the defense thereof, including the employment of
counsel reasonably  satisfactory to the Indemnified Party and the payment of all
fees and expenses  incurred in connection with defense thereof;  provided,  that
the failure of any  Indemnified  Party to give such notice shall not relieve the
Indemnifying Party of its obligations or liabilities pursuant to this Agreement,
except (and only) to the extent that it shall be finally  determined  by a court
of  competent  jurisdiction  (which  determination  is not  subject to appeal or
further  review)  that  such  failure  shall  have  proximately  and  materially
adversely prejudiced the Indemnifying Party.

            An Indemnified Party shall have the right to employ separate counsel
in any such Proceeding and to participate in the defense  thereof,  but the fees
and expenses of such counsel shall be at the expense of such  Indemnified  Party
or Parties unless:  (1) the Indemnifying Party has agreed in writing to pay such
fees and  expenses;  (2) the  Indemnifying  Party shall have failed  promptly to
assume  the  defense  of  such  Proceeding  and  to  employ  counsel  reasonably
satisfactory to such Indemnified Party in any such Proceeding;  or (3) the named
parties to any such Proceeding  (including any impleaded  parties)  include both
such Indemnified  Party and the Indemnifying  Party, and such Indemnified  Party
shall have been  advised by counsel  that a conflict  of  interest  is likely to
exist if the same  counsel  were to  represent  such  Indemnified  Party and the
Indemnifying  Party (in which  case,  if such  Indemnified  Party  notifies  the
Indemnifying  Party in writing that it elects to employ separate  counsel at the
expense of the Indemnifying  Party,  the  Indemnifying  Party shall not have the
right to assume the defense  thereof and such counsel shall be at the expense of
the  Indemnifying  Party).  The  Indemnifying  Party shall not be liable for any
settlement of any such Proceeding  effected without its written  consent,  which
consent shall not be unreasonably withheld. No Indemnifying Party shall, without
the prior written consent of the Indemnified Party, effect any settlement of any
pending Proceeding in respect of which any Indemnified Party is a party,  unless
such settlement includes an unconditional release of such Indemnified Party from
all liability on claims that are the subject matter of such Proceeding.


                                       9
<PAGE>

            All fees and expenses of the Indemnified Party (including reasonable
fees and expenses to the extent  incurred in connection  with  investigating  or
preparing  to defend  such  Proceeding  in a manner not  inconsistent  with this
Section) shall be paid to the Indemnified Party, as incurred, within ten Trading
Days of written notice thereof to the Indemnifying  Party (regardless of whether
it is  ultimately  determined  that an  Indemnified  Party  is not  entitled  to
indemnification  hereunder;  provided,  that the Indemnifying  Party may require
such  Indemnified  Party to undertake to reimburse all such fees and expenses to
the extent it is finally  judicially  determined that such Indemnified  Party is
not entitled to indemnification hereunder).

            (d) Contribution.  If a claim for indemnification under Section 5(a)
or 5(b) is unavailable  to an  Indemnified  Party (by reason of public policy or
otherwise),   then  each  Indemnifying  Party,  in  lieu  of  indemnifying  such
Indemnified  Party,  shall  contribute  to the  amount  paid or  payable by such
Indemnified  Party  as a  result  of  such  Losses,  in  such  proportion  as is
appropriate  to  reflect  the  relative  fault  of the  Indemnifying  Party  and
Indemnified  Party in connection with the actions,  statements or omissions that
resulted in such Losses as well as any other relevant equitable  considerations.
The relative fault of such  Indemnifying  Party and  Indemnified  Party shall be
determined by reference to, among other things,  whether any action in question,
including any untrue or alleged untrue  statement of a material fact or omission
or alleged omission of a material fact, has been taken or made by, or relates to
information  supplied by, such Indemnifying  Party or Indemnified Party, and the
parties'  relative intent,  knowledge,  access to information and opportunity to
correct or prevent  such  action,  statement  or  omission.  The amount  paid or
payable by a party as a result of any Losses shall be deemed to include, subject
to the limitations set forth in Section 5(c), any reasonable attorneys' or other
reasonable  fees or  expenses  incurred  by such  party in  connection  with any
Proceeding to the extent such party would have been indemnified for such fees or
expenses if the  indemnification  provided for in this Section was  available to
such party in accordance with its terms.

            The parties  hereto agree that it would not be just and equitable if
contribution  pursuant  to  this  Section  5(d)  were  determined  by  pro  rata
allocation or by any other method of allocation  that does not take into account
the equitable considerations referred to in the immediately preceding paragraph.
Notwithstanding the provisions of this Section 5(d), no Holder shall be required
to contribute, in the aggregate, any amount in excess of the amount by which the
proceeds  actually  received  by such  Holder  from the sale of the  Registrable
Securities subject to the Proceeding exceeds the amount of any damages that such
Holder has  otherwise  been  required to pay by reason of such untrue or alleged
untrue statement or omission or alleged omission.

            The indemnity and contribution  agreements contained in this Section
are in addition to any liability that the  Indemnifying  Parties may have to the
Indemnified Parties.


                                       10
<PAGE>

      6. Miscellaneous

            (a)  Remedies.  In the  event of a  breach  by the  Company  or by a
Holder,  of any of their  obligations  under this Agreement,  each Holder or the
Company,  as the case may be, in  addition to being  entitled  to  exercise  all
rights granted by law and under this Agreement,  including  recovery of damages,
will be entitled to specific performance of its rights under this Agreement. The
Company and each Holder agree that monetary  damages would not provide  adequate
compensation  for any losses  incurred by reason of a breach by it of any of the
provisions of this Agreement and hereby further agrees that, in the event of any
action for specific  performance  in respect of such breach,  it shall waive the
defense that a remedy at law would be adequate.

            (b) No  Piggyback  on  Registrations.  Except  as and to the  extent
specified in Schedule 3.1(v) to the Purchase Agreement,  neither the Company nor
any of its security  holders  (other than the Holders in such capacity  pursuant
hereto) may include securities of the Company in a Registration  Statement other
than the Registrable  Securities,  including those securities,  if any, included
due to Participation Rights of prior offerings, and the Company shall not during
the Registration Period enter into any agreement providing any such right to any
of its security holders.

            (c) Compliance. Each Holder covenants and agrees that it will comply
with the prospectus delivery requirements of the Securities Act as applicable to
it  in  connection  with  sales  of  Registrable   Securities  pursuant  to  the
Registration Statement.

            (d) Discontinued Disposition.  Each Holder agrees by its acquisition
of such  Registrable  Securities that, upon receipt of a notice from the Company
of the  occurrence  of any event of the kind  described  in Section  3(c),  such
Holder will forthwith  discontinue  disposition of such  Registrable  Securities
under the  Registration  Statement until such Holder's  receipt of the copies of
the supplemented Prospectus and/or amended Registration Statement or until it is
advised in writing (the  "ADVICE") by the Company that the use of the applicable
Prospectus  may be resumed,  and, in either  case,  has  received  copies of any
additional  or  supplemental  filings  that are  incorporated  or  deemed  to be
incorporated  by reference in such  Prospectus or  Registration  Statement.  The
Company may provide  appropriate  stop orders to enforce the  provisions of this
paragraph.

            (e)   Piggy-Back   Registrations.   If  at  any  time   during   the
Effectiveness Period there is not an effective  Registration  Statement covering
all of the Registrable Securities (including, but not limited to, any Additional
Shares) and the Company shall  determine to prepare and file with the Commission
a  registration  statement  relating to an  offering  for its own account or the
account of others  under the  Securities  Act of any of its  equity  securities,
other  than on Form S-4 or Form S-8 (each as  promulgated  under the  Securities
Act) or their then equivalents relating to equity securities to be issued solely
in  connection  with  any  acquisition  of any  entity  or  business  or  equity
securities  issuable in connection  with stock option or other employee  benefit
plans,  then the  Company  shall  send to each  Holder  written  notice  of such
determination  and, if within five  Business  Days after receipt of such notice,
any such Holder shall so request in writing,  the Company  shall include in such
registration   statement  all  or  any  part  of  such  Registrable   Securities
(including,  but not limited to, any Additional  Shares) such holder requests to
be  registered,  subject to customary  underwriter  cutbacks  applicable  to all
holders of registration rights.


                                       11
<PAGE>

            (f)  Amendments  and  Waivers.  The  provisions  of this  Agreement,
including the provisions of this Section 6(f),  may not be amended,  modified or
supplemented,  and waivers or consents to departures from the provisions  hereof
may not be given,  unless the same shall be in writing and signed by the Company
and the Holders of no less than a majority  in interest of the then  outstanding
Registrable  Securities.  Notwithstanding the foregoing,  a waiver or consent to
depart  from  the  provisions  hereof  with  respect  to a matter  that  relates
exclusively  to the  rights of certain  Holders  and that does not  directly  or
indirectly  affect  the  rights of other  Holders  may be given by Holders of at
least a majority of the  Registrable  Securities to which such waiver or consent
relates.

            (g)  Notices.  Any  and  all  notices  or  other  communications  or
deliveries  required or permitted to be provided  hereunder  shall be in writing
and  shall be deemed  given and  effective  on the  earliest  of (a) the date of
transmission,  if such  notice  or  communication  is  delivered  via  facsimile
(provided the sender  receives a  machine-generated  confirmation  of successful
transmission)  at the facsimile  number  specified in this Section prior to 6:30
p.m.  (New York City time) on a Trading  Day, (b) the next Trading Day after the
date of transmission, if such notice or communication is delivered via facsimile
at the facsimile number specified in this Section on a day that is not a Trading
Day or later than 6:30 p.m.  (New York City time) on any  Trading  Day,  (c) the
Trading Day following the date of mailing, if sent by U.S. nationally recognized
overnight courier service,  or (d) upon actual receipt by the party to whom such
notice is required to be given. The address for such notices and  communications
shall be as follows:

         If to the Company:         Calypte Biomedical Corporation
                                    5000 Hopyard Rd., Suite 480,
                                    Pleasanton, CA 94588
                                    Facsimile:  (925) 730-0146
                                    Attn: Chief Financial Officer

         With a copy to:            Baratta & Goldstein
                                    597 Fifth Avenue
                                    New York, New York 10017
                                    Facsimile:  (212) 750-8297
                                    Attn:  Joseph Baratta

         If to a Investor:          To the address set forth under such
                                    Investor's name on the signature pages
                                    hereto.

         If to any other Person who is then the registered Holder:

                                    To the  address of such Holder as it appears
                                    in the stock transfer books of the Company

or such other  address as may be designated  in writing  hereafter,  in the same
manner, by such Person.

            (h)  Successors  and  Assigns.  This  Agreement  shall  inure to the
benefit of and be binding upon the successors  and permitted  assigns of each of
the parties and shall inure to the benefit of each  Holder.  The Company may not
assign its rights or obligations  hereunder without the prior written consent of
each Holder.  Each Holder may assign their  respective  rights  hereunder in the
manner and to the Persons as permitted under the Purchase Agreement.


                                       12
<PAGE>

            (i) Execution and  Counterparts.  This  Agreement may be executed in
any number of counterparts, each of which when so executed shall be deemed to be
an original and, all of which taken together  shall  constitute one and the same
Agreement.   In  the  event  that  any   signature  is  delivered  by  facsimile
transmission,  such  signature  shall create a valid  binding  obligation of the
party  executing  (or on whose behalf such  signature is executed) the same with
the same  force and  effect as if such  facsimile  signature  were the  original
thereof.

            (j)  Governing  Law.  All  questions  concerning  the  construction,
validity,  enforcement and interpretation of this Agreement shall be governed by
and construed and enforced in accordance  with the internal laws of the State of
New York,  without  regard to the  principles of conflicts of law thereof.  Each
party agrees that all Proceedings  concerning the  interpretations,  enforcement
and defense of the transactions  contemplated by this Agreement (whether brought
against a party hereto or its respective  Affiliates,  employees or agents) will
be  commenced  in the New York  Courts.  Each party  hereto  hereby  irrevocably
submits  to  the  exclusive   jurisdiction  of  the  New  York  Courts  for  the
adjudication  of any dispute  hereunder  or in  connection  herewith or with any
transaction  contemplated  hereby or discussed  herein,  and hereby  irrevocably
waives,  and  agrees not to assert in any  Proceeding,  any claim that it is not
personally  subject  to the  jurisdiction  of any New York  Court,  or that such
Proceeding has been commenced in an improper or inconvenient  forum.  Each party
hereto hereby  irrevocably  waives  personal  service of process and consents to
process  being  served in any such  Proceeding  by  mailing a copy  thereof  via
registered or certified  mail or overnight  delivery (with evidence of delivery)
to such party at the  address in effect for  notices to it under this  Agreement
and agrees that such service shall  constitute  good and  sufficient  service of
process and notice thereof. Nothing contained herein shall be deemed to limit in
any way any right to serve  process in any manner  permitted by law.  Each party
hereto hereby irrevocably  waives, to the fullest extent permitted by applicable
law,  any and all  right to trial by jury in any  Proceeding  arising  out of or
relating to this Agreement or the transactions  contemplated  hereby.  If either
party shall commence a Proceeding to enforce any  provisions of this  Agreement,
then the prevailing  party in such  Proceeding  shall be reimbursed by the other
party for its  attorney's  fees and other costs and expenses  incurred  with the
investigation, preparation and prosecution of such Proceeding.

            (k) Cumulative Remedies. The remedies provided herein are cumulative
and not exclusive of any remedies provided by law.

            (l) Severability. If any term, provision, covenant or restriction of
this  Agreement  is held by a court of  competent  jurisdiction  to be  invalid,
illegal,  void  or  unenforceable,  the  remainder  of  the  terms,  provisions,
covenants  and  restrictions  set forth  herein  shall  remain in full force and
effect and shall in no way be affected, impaired or invalidated, and the parties
hereto  shall use their  reasonable  efforts to find and  employ an  alternative
means to achieve the same or substantially  the same result as that contemplated
by such term,  provision,  covenant or restriction.  It is hereby stipulated and
declared to be the  intention of the parties  that they would have  executed the
remaining terms, provisions, covenants and restrictions without including any of
such that may be hereafter declared invalid, illegal, void or unenforceable.


                                       13
<PAGE>

            (m) Headings.  The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.

            (n) Independent  Nature of Investors'  Obligations  and Rights.  The
obligations of each Investor under this Agreement are several and not joint with
the obligations of each other Investor,  and no Investor shall be responsible in
any way for the  performance of the obligations of any other Investor under this
Agreement.  Nothing  contained  herein or in any  Transaction  Document,  and no
action taken by any Investor pursuant thereto, shall be deemed to constitute the
Investors as a partnership, an association, a joint venture or any other kind of
entity,  or create a  presumption  that the  Investors  are in any way acting in
concert  or as a group  with  respect to such  obligations  or the  transactions
contemplated by this Agreement or any other Transaction Document.  Each Investor
acknowledges  that no other Investor will be acting as agent of such Investor in
enforcing its rights under this  Agreement.  Each Investor  shall be entitled to
independently  protect and enforce its rights,  including without limitation the
rights  arising out of this  Agreement,  and it shall not be  necessary  for any
other  Investor to be joined as an additional  party in any  Proceeding for such
purpose.  The Company  acknowledges that each of the Investors has been provided
with the same  Registration  Rights  Agreement  for the  purpose  of  closing  a
transaction with multiple Investors and not because it was required or requested
to do so by any Investor.


                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                           SIGNATURE PAGES TO FOLLOW]


                                       14
<PAGE>


            IN WITNESS  WHEREOF,  the parties have  executed  this  Registration
Rights Agreement as of the date first written above.


                                    CALYPTE BIOMEDICAL CORPORATION

                                    By:_________________________________
                                       Name:
                                       Title:


                   [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK
                     SIGNATURE PAGES OF INVESTORS TO FOLLOW]



                                       15
<PAGE>


      IN WITNESS  WHEREOF,  the parties have executed this  Registration  Rights
Agreement as of the date first written above.


                                    NAME OF INVESTING ENTITY

                                    By:
                                        -------------------------------
                                        Name:
                                        Title:


                                    ADDRESS FOR NOTICE

                                    c/o:________________________________________

                                    Street:_____________________________________

                                    City/State/Zip:_____________________________

                                    Attention:__________________________________

                                    Tel:________________________________________

                                    Fax:________________________________________


                                    Email:______________________________________


                                       16
<PAGE>


                                                                         Annex A


                              Plan of Distribution

      The Selling Stockholders and any of their pledgees,  donees,  transferees,
assignees and successors-in-interest  may, from time to time, sell any or all of
their shares of Common Stock on any stock exchange,  market or trading  facility
on which the shares are traded or in private transactions. These sales may be at
fixed or negotiated prices. The Selling  Stockholders may use any one or more of
the following methods when selling shares:

o     ordinary   brokerage   transactions   and   transactions   in  which   the
      broker-dealer solicits Investors;

o     block trades in which the broker-dealer will attempt to sell the shares as
      agent but may  position  and resell a portion of the block as principal to
      facilitate the transaction;

o     purchases by a broker-dealer as principal and resale by the  broker-dealer
      for its account;

o     an exchange  distribution  in accordance  with the rules of the applicable
      exchange;

o     privately negotiated transactions;

o     to cover short sales made after the date that this Registration  Statement
      is declared effective by the Commission;

o     broker-dealers may agree with the Selling Stockholders to sell a specified
      number of such shares at a stipulated price per share;

o     a combination of any such methods of sale; and

o     any other method permitted pursuant to applicable law.

      The Selling  Stockholders  may also sell  shares  under Rule 144 under the
Securities Act, if available, rather than under this prospectus.

      Broker-dealers  engaged by the Selling  Stockholders may arrange for other
brokers-dealers to participate in sales.  Broker-dealers may receive commissions
or discounts from the Selling  Stockholders  (or, if any  broker-dealer  acts as
agent  for the  purchaser  of  shares,  from the  purchaser)  in  amounts  to be
negotiated.  The  Selling  Stockholders  do not  expect  these  commissions  and
discounts to exceed what is customary in the types of transactions involved.

      The Selling  Stockholders may from time to time pledge or grant a security
interest in some or all of the Shares  owned by them and, if they default in the
performance of their secured  obligations,  the pledgees or secured  parties may
offer and sell shares of Common  Stock from time to time under this  prospectus,
or  under  an  amendment  to this  prospectus  under  Rule  424(b)(3)  or  other
applicable  provision of the Securities Act of 1933 amending the list of selling
stockholders to include the pledgee,  transferee or other successors in interest
as selling stockholders under this prospectus.


                                       17
<PAGE>

      Upon the Company being notified in writing by a Selling  Stockholder  that
any material arrangement has been entered into with a broker-dealer for the sale
of Common Stock through a block trade, special offering,  exchange  distribution
or secondary  distribution or a purchase by a broker or dealer,  a supplement to
this prospectus  will be filed,  if required,  pursuant to Rule 424(b) under the
Securities Act,  disclosing (i) the name of each such Selling Stockholder and of
the participating  broker-dealer(s),  (ii) the number of shares involved,  (iii)
the  price  at which  such  the  shares  of  Common  Stock  were  sold,  (iv)the
commissions paid or discounts or concessions  allowed to such  broker-dealer(s),
where  applicable,   (v)  that  such   broker-dealer(s)   did  not  conduct  any
investigation  to verify the information set out or incorporated by reference in
this prospectus, and (vi) other facts material to the transaction.  In addition,
upon the Company being notified in writing by a Selling Stockholder that a donee
or pledge  intends to sell more than 500 shares of Common Stock, a supplement to
this  prospectus  will be filed if then required in accordance  with  applicable
securities law.

      The Selling  Stockholders  also may transfer the shares of Common Stock in
other circumstances, in which case the transferees, pledgees or other successors
in  interest  will  be the  selling  beneficial  owners  for  purposes  of  this
prospectus.

      The  Selling  Stockholders  and any  broker-dealers  or  agents  that  are
involved  in selling  the shares may be deemed to be  "underwriters"  within the
meaning of the Securities Act in connection with such sales. In such event,  any
commissions  received  by such  broker-dealers  or agents  and any profit on the
resale  of the  shares  purchased  by  them  may be  deemed  to be  underwriting
commissions  or discounts  under the  Securities  Act.  Discounts,  concessions,
commissions and similar selling expenses,  if any, that can be attributed to the
sale  of  Securities  will  be  paid  by  the  Selling  Stockholder  and/or  the
purchasers.  Each  Selling  Stockholder  has  represented  and  warranted to the
Company that it acquired the securities  subject to this registration  statement
in the ordinary course of such Selling  Stockholder's  business and, at the time
of its purchase of such securities such Selling Stockholder had no agreements or
understandings,  directly or indirectly,  with any person to distribute any such
securities.

      The Company  has  advised  each  Selling  Stockholder  that it may not use
shares registered on this Registration  Statement to cover short sales of Common
Stock  made prior to the date on which this  Registration  Statement  shall have
been declared  effective by the Commission.  If a Selling  Stockholder uses this
prospectus  for any  sale  of the  Common  Stock,  it  will  be  subject  to the
prospectus delivery requirements of the Securities Act. The Selling Stockholders
will be responsible  to comply with the applicable  provisions of the Securities
Act and Exchange  Act,  and the rules and  regulations  thereunder  promulgated,
including,  without  limitation,  Regulation  M, as  applicable  to such Selling
Stockholders  in connection with resales of their  respective  shares under this
Registration Statement.

         The Company is required  to pay all fees and  expenses  incident to the
registration  of the shares,  but the Company will not receive any proceeds from
the sale of the Common  Stock.  The Company has agreed to indemnify  the Selling
Stockholders against certain losses, claims, damages and liabilities,  including
liabilities  under the  Securities  Act.  If the Selling  Stockholders  use this
prospectus  for any  sale of the  Common  Stock,  they  will be  subject  to the
prospectus delivery requirements of the Securities Act.


                                       18
<PAGE>


                                                                         Annex B


                         CALYPTE BIOMEDICAL CORPORATION

                 SELLING SECURITYHOLDER NOTICE AND QUESTIONNAIRE


The  undersigned  beneficial  owner of common  stock (the  "COMMON  STOCK"),  of
Calypte Biomedical  Corporation (the "COMPANY") understands that the Company has
filed or  intends  to file with the  Securities  and  Exchange  Commission  (the
"COMMISSION") a Registration  Statement for the  registration  and resale of the
Registrable Securities,  in accordance with the terms of the Registration Rights
Agreement,  dated as of July [ ], 2004 (the  "REGISTRATION  RIGHTS  AGREEMENT"),
among the Company and the Investors  named therein.  A copy of the  Registration
Rights  Agreement is available  from the Company upon request at the address set
forth below. All capitalized  terms used and not otherwise  defined herein shall
have the meanings ascribed thereto in the Registration Rights Agreement.

The  undersigned  hereby  provides the following  information to the Company and
represents and warrants that such information is accurate:

                                  QUESTIONNAIRE

1.       NAME.

         (a)      Full Legal Name of Selling Securityholder

                  --------------------------------------------------------------


         (b)      Full Legal Name of  Registered  Holder (if not the same as (a)
                  above) through which  Registrable  Securities Listed in Item 3
                  below are held:

                  --------------------------------------------------------------


         (c)      Full Legal  Name of  Natural  Control  Person  (which  means a
                  natural  person  who  directly  you  indirectly  alone or with
                  others has power to vote or dispose of the securities  covered
                  by the questionnaire):

                  --------------------------------------------------------------


2.       ADDRESS FOR NOTICES TO SELLING SECURITYHOLDER:

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

--------------------------------------------------------------------------------

Telephone:______________________________________________________________________

Fax:____________________________________________________________________________

Contact Person:_________________________________________________________________


                                       19
<PAGE>


3.       BENEFICIAL OWNERSHIP OF REGISTRABLE SECURITIES:

         (a)      Type and Number of Registrable Securities beneficially owned:

                  --------------------------------------------------------------

                  --------------------------------------------------------------

                  --------------------------------------------------------------


4.       BROKER-DEALER STATUS:

         (a)      Are you a broker-dealer?

                                Yes |_|        No |_|

         Note:    If yes, the  Commission's  staff has indicated that you should
                  be identified as an underwriter in the Registration Statement.

         (b)      Are you an affiliate of a broker-dealer?

                                Yes |_|        No |_|

         (c)      If you are an  affiliate  of a  broker-dealer,  do you certify
                  that you bought the  Registrable  Securities  in the  ordinary
                  course of  business,  and at the time of the  purchase  of the
                  Registrable  Securities to be resold, you had no agreements or
                  understandings,  directly  or  indirectly,  with any person to
                  distribute the Registrable Securities?

                                Yes |_|        No |_|

         Note:    If no, the Commission's staff has indicated that you should be
                  identified as an underwriter in the Registration Statement.

5.       BENEFICIAL  OWNERSHIP OF OTHER  SECURITIES  OF THE COMPANY OWNED BY THE
         SELLING SECURITYHOLDER.

         Except as set forth  below in this Item 5, the  undersigned  is not the
         beneficial or registered  owner of any  securities of the Company other
         than the Registrable Securities listed above in Item 3.

         (a)      Type and Amount of Other Securities  beneficially owned by the
                  Selling Securityholder:

                  --------------------------------------------------------------

                  --------------------------------------------------------------

                  --------------------------------------------------------------


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<PAGE>


6.       RELATIONSHIPS WITH THE COMPANY:

         Except as set  forth  below,  neither  the  undersigned  nor any of its
         affiliates,  officers, directors or principal equity holders (owners of
         5% of more of the equity  securities of the  undersigned)  has held any
         position or office or has had any other material  relationship with the
         Company  (or its  predecessors  or  affiliates)  during  the past three
         years.

         State any exceptions here:


                  --------------------------------------------------------------

                  --------------------------------------------------------------


The  undersigned  agrees to promptly  notify the Company of any  inaccuracies or
changes in the information provided herein that may occur subsequent to the date
hereof and prior to the Effective Date for the Registration Statement.

By signing below, the undersigned  consents to the disclosure of the information
contained  herein in its answers to Items 1 through 6 and the  inclusion of such
information  in the  Registration  Statement  and the  related  prospectus.  The
undersigned understands that such information will be relied upon by the Company
in connection  with the preparation or amendment of the  Registration  Statement
and the related prospectus.

IN WITNESS  WHEREOF the  undersigned,  by authority duly given,  has caused this
Notice and Questionnaire to be executed and delivered either in person or by its
duly authorized agent.

Dated:__________________________        Beneficial Owner:_______________________

                                        By:_____________________________________
                                           Name:
                                           Title:

PLEASE FAX A COPY OF THE COMPLETED AND EXECUTED  NOTICE AND  QUESTIONNAIRE,  AND
RETURN THE ORIGINAL BY OVERNIGHT MAIL, TO:

                                    [                 ]


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